7/31/97
PROPRIETARY & CONFIDENTIAL
AMENDMENT NUMBER TWO
TO
INTEROPERATOR SERVICES AGREEMENT
THIS AMENDMENT NUMBER TWO, dated as of 8/1/97, 1997, (the "Effective
Date") is between EDS Personal Communications Corporation ("EDS PCC") and
SYGNET Communications, successor in interest to Youngstown Cellular Telephone
Company Partnership ("CUSTOMER"), and is an amendment of that certain
Interoperator Services Agreement between EDS PCC and CUSTOMER, effective as
of April 25, 1995 (the "Agreement").
W I T N E S S E T H:
WHEREAS, CUSTOMER and EDS PCC have entered into the Agreement whereby
EDS provides CUSTOMER with certain interoperator services; and
WHEREAS, CUSTOMER and EDS PCC desire to amend the Agreement in the
manner set forth below.
NOW, THEREFORE, CUSTOMER and EDS PCC agree as follows:
1. SECTION 2. Term that describes the Term for PRV Services is modified as
follows:
"The Term of PRV Services is hereby extended on a month-to-month basis
after the appropriate Service termination date unless either of the
parties notifies the other party in writing at least sixty (60) days prior
to the last month that this Agreement will not be extended further."
2. The following is hereby added to the Agreement as SECTION 22:
"22. YEAR 2000. EDS PCC and CUSTOMER acknowledge and agree that as of
the Effective Date the EDS PCC Software utilized for the Services set
forth in SECTION 1 of the Agreement are not Year 2000 compliant.
However, as part of the Services, EDS PCC will, prior to December 31,
1999, use commercially reasonable effort to include changes,
modifications, updates or enhancements which may be necessary so that
the EDS PCC Software will maintain the functionality existing as of the
Effective Date and either (a) operate and produce data on or after
January 1, 2000 (including taking into effect that such year is a leap
year), accurately and without delay, interruption or error relating to
the fact that the time at which and the on which such is operating is
on or after 12:00 a.m. on January 1, 2000 (including taking into effect
that such year is a leap year) or (b) accept, calculate, process,
maintain, write and output, accurately and without delay, interruption
or error, all times or dates, or both, whether before, on or after
12:00 a.m., January 1, 2000 (including taking into effect that such
year is a leap year), and any time periods determined or to be
determined based on any such time or dates, or both. CUSTOMER also
acknowledges and agrees that EDS PCC will not be responsible for (i)
changes, modifications, updates or enhancements to any other software
or systems or to interfaces between any such other software or systems,
of (ii) any inaccuracies, delays, interruptions or errors occurring as
a result of incorrect data or data from other systems, software,
processes or third parties provided in a format that is inconsistent
with the format and protocols established for the EDS PCC Software,
even if such data is
required for the operation of the EDS PCC Software and (iii) any
inaccuracies, delays, interruptions or errors occurring as a result of
incorrect data or data from telecommunications hardware or systems."
3. ATTACHMENT I TO EXHIBIT PRV - SECTION A. Monthly Transaction Charge
that describes minimum monthly charges for SIDS/BIDS is deleted in its
entirety and replaced with the following:
"The monthly combined minimum charge for existing five SIDS: $2,500
Any SIDs added to the agreement after the date of this amendment: $500 per SID"
4. AGREEMENT IN FORCE. Except as modified by this Amendment Number Two, the
Agreement is unchanged and remain in full force and effect.
IN WITNESS WHEREOF, EDS and CUSTOMER have caused this Amendment Number
Two to be signed and delivered by its duly authorized officer, all as of the
date first set forth above.
ELECTRONIC DATA SYGNET COMMUNICATIONS
SYSTEMS CORPORATION
By: /s/ XXXXX XXXXXX By: /s/ XXXXXXX XXXXXXXX
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Printed Printed
Name: Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx
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Date: 7/30/97 Date: 8/1/97
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